Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. LIPPO LIMITED 力寶有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 226) LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 156) JOINT ANNOUNCEMENT INSIDE INFORMATION DISCLOSEABLE TRANSACTION VOLUNTARY UNCONDITIONAL OFFER FOR SHARES IN TIH LIMITED BY RHB SECURITIES SINGAPORE PTE. LTD. FOR AND ON BEHALF OF KAISER UNION LIMITED (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF LIPPO CHINA RESOURCES LIMITED) AS THE BID VEHICLE FOR PREMIER ASIA LIMITED AND ALEXANDRA ROAD LIMITED AS JOINT OFFERORS This announcement is made by Lippo and LCR pursuant to Rule 13.09 of the Listing Rules and the inside information provisions under Part XIVA of the SFO. The respective Boards of Lippo and LCR wish to announce that Bidco intends to make the Offer for all the issued and paid-up Shares in the capital of TIH, a company listed on the Main Board of the SGX-ST, at the price of S$0.57 (equivalent to approximately HK$3.36) for each Offer Share, as to which S$0.125 (equivalent to approximately HK$0.74) will be paid in cash and S$0.445 (equivalent to approximately HK$2.62) will be paid by the issue of 2.25% Offeror Notes due three years from the close of the Offer at par by Bidco. Bidco, a wholly-owned subsidiary of PAL, which is an indirect wholly-owned subsidiary of LCR (which in turn is an indirect non-wholly owned subsidiary of Lippo), is the bid vehicle for PAL and ARL, an entity jointly owned by funds managed by and including ASM, as Joint Offerors. At the date of this Announcement, the Financial Advisor has released the Offer Announcement to the SGX-ST for and on behalf of Bidco as the bid vehicle for the Joint Offerors. The Offer, when made, will be for all the issued Shares, including all the Shares owned, controlled or agreed to be acquired by the Concert Parties of the Joint Offerors and as a result of the Joint Offerors and their Concert Parties holding in excess of 50% + 1 Shares, the Offer will be unconditional from the outset. Pursuant to the Irrevocable Undertaking provided by ASM in favour of Bidco, in which ASM undertakes to accept, and will procure the 1
acceptance by the ASM Concert Parties of such number of ASM Shares as will result in Bidco holding approximately 45.8% of all the issued Shares upon close of the Offer. Accordingly, the maximum consideration payable by the LCR Group in relation to the Offer will amount to approximately S$66,600,000 (equivalent to approximately HK$392,940,000). As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Offer exceed 5% but are less than 25% for each of Lippo and LCR, the Offer constitutes a discloseable transaction for each of Lippo and LCR under Chapter 14 of the Listing Rules and are subject to the notification and publication requirements under Chapter 14 of the Listing Rules. INTRODUCTION This announcement is made by Lippo and LCR pursuant to Rule 13.09 of the Listing Rules and the inside information provisions under Part XIVA of the SFO. The respective Boards of Lippo and LCR wish to announce that Bidco intends to make the Offer for all the issued and paid-up Shares in the capital of TIH, a company listed on the Main Board of the SGX-ST. Bidco, a wholly-owned subsidiary of PAL, which is an indirect whollyowned subsidiary of LCR (which in turn is an indirect non-wholly owned subsidiary of Lippo), is the bid vehicle for PAL and ARL, an entity jointly owned by funds managed by and including ASM, as Joint Offerors. At the date of this Announcement, the Financial Advisor has released the Offer Announcement to the SGX-ST for and on behalf of Bidco as the bid vehicle for the Joint Offerors. The Offer, when made, will be for all the issued Shares, including all the Shares owned, controlled or agreed to be acquired by the Concert Parties of the Joint Offerors. THE OFFER Offer Announcement As at the date hereof, the Financial Advisor has released the Offer Announcement to the SGX- ST. The Offer Announcement is available on the SGX-ST's website (http://www.sgx.com). The Offer, when made, will be made on the terms and conditions set out in the Offer Announcement and the Offer Document, and in accordance with Section 139 of the Securities and Futures Act, Chapter 289 of the Singapore Laws, and the Singapore Takeovers Code. Consortium LCR and ASM have entered into the Agreement pursuant to which, among other things: (1) LCR and ASM agreed to form a consortium to make the Offer and jointly decide on all matters with respect to the Offer; (2) LCR and ASM agreed to make arrangements for the funding of the Offer through the Consortium Loans; 2
(3) LCR and ASM agreed to act in accordance with the terms and conditions of the Agreement in relation to matters of TIH, including but not limited to the management and operation of TIH (through the directors nominated onto the board of TIH pursuant to the Agreement); (4) LCR and ASM agreed that each of LCR and ASM shall be entitled to appoint up to half of the aggregate number of directors onto the board of TIH, after taking into account requirements or best practices to the appointment of independent directors on the board of TIH under applicable laws and regulations; and (5) LCR and ASM agreed that decisions with respect to matters which are material are required to be approved by a simple majority of the directors of TIH present and voting, including the affirmative vote of one director nominated by each of LCR and ASM for so long as LCR or ASM (as the case may be) has such nomination rights. Examples of such material decisions include a change in the investment objectives of TIH, material investments or divestments and material debt or equity financing. Decisions with respect to matters which are not material (i.e. de minimis matters) are made by a simple majority of the directors of TIH present and voting. The Agreement shall take effect on the date of the Offer Announcement and continue in full force and effect for an initial term of ten years, subject to each of LCR and ASM retaining a minimum shareholding percentage in TIH. The Agreement shall terminate in the event either LCR or ASM fail to retain such minimum shareholding percentage in TIH. Shareholding of TIH As at the Announcement Date, TIH has 241,685,638 Shares in issue. TIH has no convertible bonds, warrants, share options or awards outstanding. As at the Announcement Date, the ASM Concert Parties own or control in aggregate 130,952,982 Shares, representing approximately 54.2% of all the issued Shares. As at the Announcement Date, the Group does not own or control any Shares. Offer Price The Offer, when made, will be made at S$0.57 (equivalent to approximately HK$3.36) for each Offer Share (the Offer Price ), as to which: (1) S$0.125 (equivalent to approximately HK$0.74) will be paid in cash; and (2) S$0.445 (equivalent to approximately HK$2.62) will be paid by the issue of 2.25% Offeror Notes due three years from the close of the Offer at par by Bidco. The cash component of the Offer Price will be financed by way of the Consortium Loans, which are loans to be advanced by a wholly-owned subsidiary of LCR and ARL. The Consortium Loans are comprised of: (1) a term loan facility to be granted by a wholly-owned subsidiary of LCR to Bidco of up to S$13,841,582 (equivalent to approximately HK$81,665,000); and (2) a term loan facility to be granted by ARL to Bidco of up to S$3,021,070.50 3
(equivalent to approximately HK$17,824,000). The terms of these Consortium Loans are set out in facility agreements between the whollyowned subsidiary of LCR and Bidco and between ARL and Bidco, respectively. The Consortium Loans will be drawn down at any time and from time to time during the Offer period in accordance with the terms of the relevant facility agreements. The Consortium Loans shall be repaid by Bidco within 12 months of the close of the Offer by way of transferring of Shares held by Bidco to a wholly-owned subsidiary of LCR and ARL respectively based on the extent each of the Consortium Loans are drawn down. The Offeror Notes will bear interest at a rate of 2.25% per annum accruing on and from the issue of the Offeror Notes until the Maturity Date, payable on each anniversary of the close of the Offer. The Offeror Notes will be repaid in full (together with all interest accrued and unpaid thereon) by Bidco on the Maturity Date of the Offeror Notes wholly in cash. Holders of the Offeror Notes will not be entitled to any dividends, rights or other distributions, whether in the nature of income or capital and whether in cash or in kind. The Offeror Notes constitute senior, unsecured and non-guaranteed obligations of the Bidco, and are freely transferrable by the holder of the Offeror Notes. The Offeror Notes will not be listed on any securities or stock exchange. The Offer Price was determined by reference to the recent transacted prices of the Shares and through commercial negotiations between ASM and LCR. The Offer Price represents 12.87% premium over to the last traded price of S$0.505 (equivalent to approximately HK$2.98) per Share on 8th January, 2018, being the last trading day prior to the issue of the Offer Announcement. Rights and Encumbrances The Offer Shares will be acquired: (1) fully paid; (2) free from all claims, charges, liens, mortgages, encumbrances, hypothecation, retention of title, power of sale, equity, options, rights of pre-emption, rights of first refusal or other third party rights or interests of any nature whatsoever; and (3) together with all rights, benefits and entitlements attached thereto as at the Announcement Date and hereafter attaching thereto, including the right to receive and retain all dividends, rights and other distributions (if any) which may be announced, declared, paid or made by TIH on or after the Announcement Date. If any distribution mentioned in paragraph (3) above is announced, declared, paid or made by TIH on or after the Announcement Date and the Joint Offerors are not entitled to receive such distribution in full in respect of any Offer Share tendered in acceptance of the Offer, the Offer Price payable in respect of such Offer Share will be reduced by the amount of such distribution. Offer Condition The Offer, when made, will be subject to the Joint Offerors, together with their Concert Parties, holding 50% + 1 of the Shares as at the close of the Offer. As the ASM Concert Parties already hold, in aggregate, approximately 54.2% of all the Shares as at the date of the Offer Announcement, the Offer will be unconditional from the outset. The Offer will not be conditional on any other conditions. 4
No Revision to Offer Price The Joint Offerors do not intend to revise the Offer Price, save that the Joint Offerors reserve the right to revise the terms of the Offer in accordance with the Singapore Takeovers Code if an offer which is, or is deemed under the Singapore Takeovers Code to be, competitive to the Offer arises. Accordingly, unless otherwise announced by or on behalf of the Joint Offerors in the event of a Competing Offer, the Offer Price is final and will not be revised. Irrevocable Undertaking ASM has provided an Irrevocable Undertaking to Bidco that, among others: (1) ASM will accept, and will procure the acceptance by the ASM Concert Parties of such number of ASM Shares as will result in Bidco holding 110,732,656 Shares, representing approximately 45.8% of all the issued Shares. Accordingly, any ASM Share tendered by the ASM Concert Parties which would otherwise have resulted in Bidco holding in excess of 110,732,656 Shares, representing approximately 45.8% of all the issued Shares will, to the extent so exceeding 110,732,656 Shares, not be treated as valid acceptances; and (2) in the event Shares tendered in acceptance of the Offer result in TIH s free float falling below 10%, ASM will and will procure the ASM Concert Parties to place down such number of Shares held by them as will restore the required level of free float pursuant to the SGX-ST Listing Manual, in each case upon and subject to the terms and conditions of the Irrevocable Undertaking. Save as disclosed above, none of Bidco, PAL, LCR, or the ASM Concert Parties or any of their respective Concert Parties has received any irrevocable undertaking from any other party to accept or reject the Offer. Pursuant to the Irrevocable Undertaking given by ASM to Bidco, ASM undertakes that ASM will accept, and procure the ASM Concert Parties to accept such number of ASM Shares as will result in Bidco holding 110,732,656 Shares, representing approximately 45.8% of all the issued Shares, upon close of the Offer. Accordingly, the maximum consideration payable by the LCR Group in relation to the Offer will amount to approximately S$66,600,000 (equivalent to approximately HK$392,940,000), calculated based on the aggregate Offer Price for the 110,732,656 Shares together with the interest payable on the Offeror Notes. Transfers between Bidco and the Joint Offerors Immediately following the close of the Offer, Bidco s shareholding percentage in TIH will be equal to 110,732,656 Shares, representing approximately 45.8% of all the issued Shares. Pursuant to a review to be performed by the Joint Offerors of their respective shareholding percentages in TIH following the close of the Offer, Bidco and the Joint Offerors may transfer Shares amongst themselves (or their respective nominees) so as to reach a desired level of shareholding percentage in TIH for Bidco and each Joint Offeror. Such transfers, if made, will be at the Offer Price and no premium will be paid by Bidco or any Joint Offeror pursuant to such transfers and such transfers will be completed within 12 months of the close of the Offer. 5
INFORMATION ON LIPPO, LCR AND PAL The principal business activity of Lippo is investment holding. The principal activities of the subsidiaries, associates, joint ventures and joint operation of Lippo are investment holding, property investment, property development, healthcare services, hotel operation, food businesses, property management, project management, mineral exploration and extraction, fund management, underwriting, corporate finance, securities broking, securities investment, treasury investment, money lending, banking and other related financial services. LCR is an approximate 74.99% indirect subsidiary of Lippo. The principal business activity of LCR is investment holding. The principal activities of the subsidiaries, associates, joint ventures and joint operation of LCR include investment holding, property investment, property development, healthcare services, food businesses, property management, mineral exploration and extraction, securities investment, treasury investment and money lending. PAL is an indirect wholly-owned subsidiary of LCR and its principal activity is investment holding. INFORMATION ON ARL AND ASM ARL is an investment holding company owned as to approximately 0.4% by ASM, approximately 48.6% by ASM Asia Recovery (Master) Fund, approximately 13.2% by ASM Hudson River Fund and approximately 37.8% by ASM Ventures Limited. ASM Asia Recovery (Master) Fund, ASM Hudson River Fund and ASM Ventures Limited are funds managed by ASM. ASM is a privately owned asset management company founded in 2002 which invests, on behalf of the funds it manages, primarily in special situations in Asia. Based in Hong Kong, the funds managed by ASM invests in special situations via public equity, fixed income, private equity, financing and property. Funds managed by ASM hold shares in an entity which is an associate of Lippo. Based on the Offer Announcement, as at 30th September, 2017, the total value of all the funds managed by ASM amounts to approximately US$1.2 billion (equivalent to approximately HK$9.4 billion). As at the Announcement Date, the ASM Shares are held directly and indirectly through the ASM Concert Parties. The ASM Concert Parties (other than MIL) intend to consolidate their direct and indirect shareholdings in TIH into a single entity, ARL, prior to the close of the Offer. If and to the extent such restructuring is completed prior to the close of the Offer, ARL alone (and not the ASM Concert Parties) will tender the ASM Shares in acceptance of the Offer in accordance with the terms and conditions of the Irrevocable Undertaking. Otherwise, the relevant ASM Concert Parties which holds the ASM Shares will tender their Shares in acceptance of the Offer in accordance with the terms and conditions of the Irrevocable Undertaking. INFORMATION ON BIDCO Bidco is a company incorporated in the British Virgin Islands. Its principal activity is that of investment holding. As at the Announcement Date, it has an issued and paid-up share capital of US$1. LCR, through PAL, holds the entire issued share capital in Bidco. Bidco is therefore also an indirect non-wholly owned subsidiary of Lippo. 6
INFORMATION ON TIH Based on publicly available information, TIH is a closed-end fund set up under the laws of Singapore in 1994 and listed on the Main Board of the SGX-ST. Its principal activities involve investing in a variety of sectors including consumer and industrial products, healthcare, technology, media and telecommunications, food, manufacturing and chemicals, with a focus in Asia. TIH Investment Management Pte Ltd, being a wholly-owned subsidiary of TIH and also the investment manager of TIH, holds a Capital Markets Services licence from the Monetary Authority of Singapore, which allows TIH Investment Management Pte Ltd to manage third party funds subject to its licence conditions. TIH holds shares in an entity which is an associate of Lippo. Set out below is the audited consolidated net profit of TIH as extracted from the publicly available audited consolidated financial statements of TIH prepared in accordance with the generally accepted accounting principles in Singapore for the financial years ended 31st December, 2015 and 2016 respectively: For the year ended 31st December, 2015 For the year ended 31st December, 2016 S$'000 HK$'000 equivalent S$'000 HK$'000 equivalent Net profit before taxation 9,513 56,127 12,930 76,287 Net profit after taxation 9,514 56,133 12,930 76,287 Based on the unaudited consolidated financial statements of TIH for the nine months ended 30th September, 2017, the consolidated net asset value of TIH amounted to approximately S$126,293,000 (equivalent to approximately HK$745,129,000), representing approximately S$0.52 (equivalent to approximately HK$3.07) per Share. All information regarding TIH has been extracted or reproduced from published or publicly available sources, and the sole responsibility of the respective Boards of Lippo and LCR has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement. INTENTION OF THE OFFER Joint Offeror's intentions for TIH It is the current intention of the Joint Offerors to retain the listing of TIH on the SGX-ST. The Joint Offerors and its Concert Parties intend to continue to the existing activities of TIH and have no intention to (a) introduce any major changes to the business of TIH; (b) re-deploy TIH's fixed assets; (c) affect the operations of any of its subsidiaries; or (d) discontinue the employment of any of the existing employees of TIH and its subsidiaries, other than in the ordinary course of business. REASONS AND BENEFITS FOR THE OFFER The Group would like to expand their scope of business in securities and fund investments in Asia. TIH, as a well-established closed end fund in Singapore which focused in investment in various sectors in Asia, matches the Group s strategy to expand their scope of business in securities and fund investments in Asia. As such, the Group is of the view that the Offer is beneficial to the future business direction, management and operations of the Group. 7
After considering the terms of the Offer, the respective Boards of Lippo and LCR consider the terms of the Offer to be fair and reasonable and on normal commercial terms and in the interests of Lippo and LCR and their respective shareholders as a whole. LISTING RULES IMPLICATIONS The Offer constitutes a discloseable transaction for each of Lippo and LCR under Chapter 14 of the Listing Rules as one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Offer exceed 5% but are less than 25% for each of Lippo and LCR. They are subject to the notification and publication requirements under Chapter 14 of the Listing Rules. The Offer Document will be available on the SGX-ST website (http://www.sgx.com) after it has been despatched to the TIH Shareholders. Save as disclosed above, to the best of the knowledge of the respective Boards of Lippo and LCR, having made all reasonable enquiries, TIH, ASM, ARL and their respective ultimate beneficial owners are third parties independent of each of Lippo and LCR and their respective connected persons. DEFINITIONS In this Announcement, unless the context otherwise requires, the following terms and expressions shall have the following meanings: "Agreement" "Announcement" "Announcement Date" "ARL" "ASM" "ASM Concert Parties" "ASM Shares" "Bidco" "Board" "Concert Parties" the agreement entered into between LCR and ASM on 8th January, 2018 in relation to the Offer and matters of TIH; this joint announcement of Lippo and LCR; the date of the Announcement; Alexandra Road Limited, a company incorporated in the British Virgin Islands with limited liability and is owned by the ASM Concert Parties (other than MIL); Argyle Street Management Limited, a limited liability company incorporated in the British Virgin Islands; ASM, ARL, ASM Ventures Limited, ASM Asia Recovery (Master) Fund, ASM Hudson River Fund, and MIL; 130,952,982 Shares owned or controlled by the ASM Concert Parties; Kaiser Union Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of PAL; board of directors; the parties acting in concert with the Joint Offerors; 8
"Competing Offer" "Consortium Loans" "Financial Advisor" "Group" "Hong Kong" "HK$" "Irrevocable Undertaking" "Joint Offerors" "LCR" "LCR Group" "LCR Shareholders" "Lippo" "Lippo Shareholders" "Listing Rules" "Maturity Date" "MIL" an offer which is, or is deemed under the Singapore Takeovers Code to be, competitive to the Offer; the loans to be advanced by a wholly-owned subsidiary of LCR and ARL for the purpose of financing the cash component of the Offer Price; RHB Securities Singapore Pte. Ltd., the financial advisor acting for and on behalf of Bidco as a bid vehicle for the Joint Offerors in connection with the Offer; Lippo, LCR and their respective subsidiaries; the Hong Kong Special Administrative Region of the People s Republic of China; Hong Kong dollar, the lawful currency of Hong Kong; the irrevocable undertaking given by ASM to Bidco to, inter alia, procure the ASM Concert Parties to accept the Offer in respect of such number of Shares held by such parties as will result in Bidco holding approximately 45.8% of all the issued Shares and to place down such number of Shares held by such parties as will restore the required level of free float pursuant to the Listing Manual of the SGX-ST; PAL and ARL; Lippo China Resources Limited 力寶華潤有限公司, a company incorporated in Hong Kong with limited liability whose shares are listed on the Main Board of the Stock Exchange and an approximate 74.99% indirect subsidiary of Lippo; LCR and its subsidiaries; the shareholders of LCR; Lippo Limited 力寶有限公司, a company incorporated in Hong Kong with limited liability whose shares are listed on the Main Board of the Stock Exchange; the shareholders of Lippo; the Rules Governing the Listing of Securities on the Stock Exchange; the date falling three years from the close of the Offer; Mapleland Investments Limited, a company incorporated in the British Virgin Islands with limited liability; 9
"Offer" "Offer Announcement" "Offer Document" "Offer Price" "Offer Share(s)" "Offeror Notes" "PAL" "SFO" "SGX-ST" "Share(s)" "Singapore" "Singapore Takeovers Code" "Stock Exchange" "S$" "TIH" "TIH Shareholders" "US$" the voluntary unconditional offer for the Offer Shares by Bidco as a bid vehicle for the Joint Offerors; the announcement dated 8th January, 2018 released by the Financial Advisor for and on behalf of Bidco as the bid vehicle for the Joint Offerors in connection with the Offer; the offer document to be issued by the Financial Advisor for and on behalf of Bidco as a bid vehicle for the Joint Offerors in relation to the Offer; the price per Offer Share offered by the Joint Offerors in the Offer as set out in the section "The Offer - Offer Price" in this Announcement; all the issued Shares, including all the Shares owned, controlled or agreed to be acquired by the Concert Parties, with all the rights attaching to all the Offer Shares on or after the Announcement Date; the notes to be issued by Bidco to the TIH Shareholders who accept the Offer to satisfy S$0.445 of the Offer Price for each Offer Share; Premier Asia Limited, a company incorporated in the British Virgin Islands with limited liability and an indirect whollyowned subsidiary of LCR; Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); Singapore Exchange Securities Trading Limited; issued and paid-up ordinary share(s) in TIH; the Republic of Singapore; The Singapore Code on Take-overs and Mergers; The Stock Exchange of Hong Kong Limited; Singapore dollar, the lawful currency of Singapore; TIH Limited, a company incorporated in Singapore with limited liability whose shares are listed on the Main Board of the SGX-ST; the shareholders of TIH; United States dollar, the lawful currency of the United States of America; and 10
"%" per cent. For the purpose of illustration only and unless otherwise stated, conversion of S$ into HK$ in this Announcement is based on the exchange rate of S$1 to HK$5.9 and conversion of US$ into HK$ in this Announcement is based on the exchange rate of US$1 to HK$7.8. Such conversions should not be construed as a representation that any amount has been, could have been, or may be, exchanged at these rates or any other rates. By Order of the Board LIPPO LIMITED John Luen Wai Lee Managing Director and Chief Executive Officer By Order of the Board LIPPO CHINA RESOURCES LIMITED John Luen Wai Lee Chief Executive Officer Hong Kong, 8th January, 2018 As at the date of this announcement, the board composition of each of Lippo and LCR is as follows: Lippo Executive Directors: Dr. Stephen Riady (Chairman) Mr. John Luen Wai Lee (Managing Director and Chief Executive Officer) Non-executive Directors: Mr. Jark Pui Lee Mr. Leon Nim Leung Chan Independent Non-executive Directors: Mr. Edwin Neo Mr. King Fai Tsui Mr. Victor Ha Kuk Yung LCR Executive Directors: Dr. Stephen Riady (Chairman) Mr. John Luen Wai Lee (Chief Executive Officer) Mr. James Siu Lung Lee Non-executive Director: Mr. Leon Nim Leung Chan Independent Non-executive Directors: Mr. Edwin Neo Mr. King Fai Tsui Mr. Victor Ha Kuk Yung 11